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Cobalt Capital Management Inc · SC 13D/A · Horsehead Holding Corp · On 8/29/08

Filed On 8/29/08 3:53pm ET · SEC File 5-83114 · Accession Number 919574-8-4993

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 8/29/08  Cobalt Capital Management Inc     SC 13D/A               1:8    Horsehead Holding Corp            Seward & Kissel/FA

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           8     34K 
                          Ownership                                              

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SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, DC 20549

----------------

SCHEDULE 13D
(Rule 13d-101)

 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
 TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
 RULE 13d-2(a)

 (Amendment No. 1)

 Horsehead Holding Corp.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 440694305
--------------------------------------------------------------------------------
(CUSIP Number)

 Wayne Cooperman
c/o Cobalt Capital Management Inc.
 237 Park Avenue
 Suite 900
New York, New York 10017
212-808-3756
--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

 August 27, 2008
--------------------------------------------------------------------------------
 (Date of Event which Requires Filing of This Statement)

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the         
following box [X].                                                              

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CUSIP No. 440694305                                                             
---------                                                   

1.   NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)           

Cobalt Capital Management Inc. (1)                                    

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                           
                                                                         (a) [_]
                                                                         (b) [x]

3.   SEC USE ONLY                                                               

4.   SOURCE OF FUNDS                                                            

AF, WC                                                                

5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                   
     PURSUANT TO ITEMS 2(d) OR 2(e)                                          [_]

6.   CITIZENSHIP OR PLACE OF ORGANIZATION                                       

Delaware, United States                                               

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

7.   SOLE VOTING POWER                                                          

0                                                                     

8.   SHARED VOTING POWER                                                        

2,365,239                                                             

9.   SOLE DISPOSITIVE POWER                                                     

0                                                                     

10.  SHARED DISPOSITIVE POWER                                                   

2,365,239                                                             

11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

2,365,239                                                             

12.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                     
CERTAIN SHARES                                                        

13.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

6.72%                                                                 

14.  TYPE OF REPORTING PERSON                                                   

CO                                                                    

----------                                                                      
(1)  The securities reported herein are held by Cobalt Offshore Fund Limited;   
Cobalt Partners, L.P.; Cobalt Partners II, L.P. and other separately  
managed accounts.                                                     

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CUSIP No. 440694305                                                             
---------                                                   

--------------------------------------------------------------------------------
Item 1.  Security and Issuer.                                                   

The name of the issuer is the Horsehead Holding Corp., a Delaware     
corporation (the "Issuer"). The address of the Issuer's offices is 300 Frankfort
Road, Monaca, Pennsylvania 15061. This schedule relates to the Issuer's Common  
Stock, par value $0.01 per share (the "Shares").                                

--------------------------------------------------------------------------------
Item 2.  Identity and Background.                                               

(a-c,f) This Schedule 13D is being filed by Cobalt Capital Management Inc., a   
U.S. corporation (the "Reporting Person"). The principal business address of the
Reporting Person is 237 Park Avenue, Suite 900, New York, New York 10017, United
States of America.                                                              

 (d) None of the persons identified in this Item 2 have, during the last
five years, been convicted in a criminal proceeding (excluding traffic          
violations or similar misdemeanors).                                            

 (e) None of the persons identified in this Item 2 have, during the last
five years, been a party to a civil proceeding of a judicial or administrative  
body of competent jurisdiction and as a result of such proceeding were or are   
subject to a judgement, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state securities laws
or finding any violation with respect to such laws.                             

--------------------------------------------------------------------------------
Item 3.  Source and Amount of Funds or Other Consideration.                     

 The amount of funds used to purchases the 2,365,239 Shares beneficially
owned by the Reporting Person was $31,847,826. The source of the funds used for 
the purchase of such Shares was the Reporting Person's working capital and/or   
its affiliated funds.                                                           

     No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business      
including leverage.                                                             

--------------------------------------------------------------------------------
Item 4.  Purpose of Transaction.                                                

     The purpose of this Amendment 1 to Schedule 13D is to report that on August
27, 2008 the Reporting Person mailed a letter to the Issuer setting forth the   
Reporting Person's view on certain matters of business related to the Issuer.   
Such letter is attached hereto as Exhibit B.  There are no other changes to the 
information filed in the Schedule 13D on August 20, 2008.                       

--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.                                   

   As of the date hereof, Cobalt Capital Management Inc. may be deemed to be
the beneficial owner of 2,365,239 Shares, or 6.72% of the Shares of the Issuer, 
based upon the 35,194,207 Shares outstanding as of July 28, 2008, according to  
the Issuer's most recent Form 10-Q.                                             

 Cobalt Capital Management Inc. has the sole power to vote or direct the
vote of 0 Shares to which this filing relates.                                  

    Cobalt Capital Management Inc. shares the power to vote or direct the vote
of the 2,365,239 Shares to which this filing relates.                           

    Cobalt Capital Management Inc. has the sole power to dispose or direct the
disposition of 0 Shares to which this filing relates.                           

  Cobalt Capital Management Inc. shares the power to dispose or direct the
disposition of the 2,365,239 Shares to which this filing relates.               

    Cobalt Capital Management Inc. specifically disclaims beneficial ownership
in the Shares reported herein except to the extent of his pecuniary interest    
therein.                                                                        

  There have not been any transactions since the Schedule 13D filed by the
Reporting Person on August 20, 2008.                                            

--------------------------------------------------------------------------------
Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect  
to Securities of the Issuer.                                  

     The Reporting Person does not have any contract, arrangement, understanding
or relationship with any person with respect to the Shares.                     

--------------------------------------------------------------------------------
Item 7.  Material to be Filed as Exhibits.                                      

Exhibit A:  Letter to James M. Hansler dated August 27, 2008.         

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 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

                                   August 28, 2008
                                    ------------------------------------
                                  (Date)

                               Cobalt Capital Management Inc.*

                       By: /s/ Wayne Cooperman
                                        ----------------------------------------
                     Name: Wayne Cooperman
                Title: President

* The Reporting Person specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interests therein.        

Attention. Intentional misstatements or omissions of fact constitute federal    
criminal violations (see 18 U.S.C. 1001).                                       

SK 01181 0008 915164                                                            

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                                       Exhibit A

August 27, 2008                                                                 

James M. Hensler                                                                
President/CEO/Chairman                                                          
Horsehead Holding Corporation                                                   
300 Frankfurt Road                                                              
Monaca, PA  15061-2295                                                          

Dear Mr. Hensler:                                                               

The purpose of this letter is to discuss the opportunities  currently  available
to  stabilize  the  current  earnings  and improve  the long term  prospects  of
Horsehead  ("ZINC" or the  "Company")  given the economics of the developing EAF
dust ("EAFD")  recycling  business,  existing  market  conditions for zinc, your
current  market  capitalization  and your  meaningful  liquidity  position as of
06/30/08.  Specifically, at June 30, 2008, the Company has $68m in cash on hand,
zero debt,  $60m in  availability on the revolver and a hedged zinc position for
the coming 18  months.  We have 50% of our  market  cap  available  to us in net
liquidity at the current time. As owners of approximately 7% of your outstanding
shares,  we  strongly  believe  that  shareholders  would be well  served by the
initiation  and  implementation  of a  meaningful  (>30% of the Company over the
coming 12-18 months) share  repurchase to ensure that we take full  advantage of
all opportunities available to us.                                              

The  following  are  suggestions  to improve  shareholder  value that  should be
addressed immediately in our opinion.                                           

I.  Assess  the  stand-alone  economic  merit of  smelting  secondary  material.
Consider re-structuring these purchases with more future flexibility in contract
pricing as existing contracts roll-off in August and September.                 

The table below shows our rough assessment of purchased material break-even.    

Last                    
Bear    Sale   BreakEven                
----    ----   ---------                

Assumed LME         $0.700  $0.812   $0.812                                     
Conversion          $0.400  $0.400   $0.400                                     
--------------------------                  
Gross               $0.300  $0.412   $0.412                                     
Margin required      10.0%   10.0%     0.0%                                     
--------------------------                  
Permissible Cost    $0.270  $0.270   $0.371                                     
--------------------------------------------                                    
% LME               38.57%  45.66%   50.74%                                     
--------------------------------------------                                    

While it's  clearly  not  management's  fault that zinc  prices  have  fallen to
current levels,  it is management's  responsibility  to seize the opportunity to
re-configure this business line given the recent  developments.  In other words,
the model of paying  65-70% of LME for  purchased  scrap is a leftover  from the
days of higher zinc prices.  To just break even with $0.40  conversion  smelting
costs and 65-70%  LME costs  requires  approximately  $0.95 LME zinc at the last
sale. To quote Warren Buffett:  "You only learn who has been swimming naked when
the tide goes out."  Given we have a scrap  purchasing  model that is not within
$0.15 of breaking even I think it's safe to say that we are looking pretty naked
at today's LME prices.                                                          

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Again,  we understand  that 6 months ago these  contracts  made economic  sense.
However,  in today's market  conditions it appears clear these processed  pounds
are no longer  economically  justifiable.  Rather than hoping for the proverbial
tide to come back in, let's move in haste to grab a swimsuit! There are a number
of alternatives here that could make sense:                                     

     o    Bob and I have discussed a tolling  arrangement many times. This would
          essentially pay ZINC a fee to process  secondary metal whose fee would
          equate to a reasonanable return on Monaca's  replacement cost for that
          portion of capacity. The supplier can have all the exposure,  good and
bad, to the zinc price on this business.                    

     o    Forcefully  renegotiating the % LME paid with suppliers.  Consider all
          alternatives  available to your  suppliers,  taking careful account of
          working  capital  considerations  as well,  and  lower the % paid here
          aggressively  to  50%  LME  at  most.   Research  reports  suggest  at
          $300-325/ton   treatment  charges,   integrated  smelters  are  buying
          concentrate  for less than $0.50/lb of zinc contained from the miners.
Doesn't this equate roughly to 50% LME excluding freight?   

     o    If this business can not be re-cut to be  economically  compelling for
          the Company,  exit the purchased  feed program all together.  Is there
any negative consequence to this decision?                  

Simply  asked do we need to be in this  business  if there  isn't a  stand-alone
compelling  return  on  invested  capital?  What is the  break-even  point for a
compelling  return and what are the avenues  available  to us if the  break-even
point is meaningfully higher than prompt zinc? Is the return on invested capital
for this stand-alone  business (e.g.  assuming we processed  secondary  material
only) sufficient to justify  existing  processing  volumes?  Are the barriers to
re-entry  in this  business  truly that  daunting  if we decide to exit based on
market conditions?  What does US Zinc receive under their alternative outlets in
selling their scrap metal?                                                      

II. Critically  evaluate the economics and vision of a purely "integrated" model
--  smelting  only  material  originating  from one of the  Company's  recycling
operations                                                                      

We are  attracted  to the  integrated  business of recycling  EAF dust  ("EAFD")
because we believe in  longer-term  growth in domestic  EAF volumes  (e.g.  more
dust),  because we have listened to many  favorable  reviews of ZINC  operations
from dust  suppliers  and  because  we like the  resultant  low cost  production
position in the undersupplied US zinc market.  Indeed, our numbers,  while based
on  estimates,  continue  to show that  purchases  of  secondary  feedstock  are
dilutive as the Company generates a greater amount of recurring earnings without
them.  Critical to this,  however, is an estimate of fixed and variable costs at
the 6 operating  furnaces  at Monaca.  Here are the numbers  that  support  this
assumption - all assuming only recycled material gets processed at Monaca.      

Monaca has 7 furnaces,  one of which is typically  being  relined to keep all in
good  working  order.  Our  understanding  from our  visit to Monaca is that the
Company  is  able to  simply  and  economically  idle  the  furnaces  that  have
historically  been fed by purchased  scrap.  In  conversations  with Bob, he has
mentioned  that total smelting and refining costs will be roughly $135m in 2008,
with roughly $14m of this number  attributable to the refinery.  In other words,
if we shrink production from Monaca to 210m lbs of zinc contained from 310m lbs,
what costs can be subsequently removed from the $120m of smelting costs?        

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Our thoughts:                                                                   

COST MEASURES                                                                   
--------------                                                                  
Total Lbs closed         105.2                                                  
Tons closed               52.6                                                  

Tons Coke/Ton Zn           0.7                                                  
Nut Coke saved            36.8                                                  
Price                  $200.00                                                  
------------                              
Savings                $7.4                                               

Mwh/Ton Zn                 3.5                                                  
Mwh saved                184.1                                                  
Price                   $50.00                                                  
------------                              
Savings                $9.2                                               

Tons Capacity              155                                                  
Est'd Man Hrs -                                                                 
Monaca                    1096                                                  
------------                              
Man Hours/Ton          7.07                                               
Reduction in                                                                    
hours                    371.9                                                  
Assumed Per                                                                     
Hour                    $15.00                                                  
------------                              
Savings                $5.6                                               

-------------------------------                                                 
TOTAL                    $22.1                                                  
-------------------------------                                                 

In other  words,  of the total  $120m of  smelting  costs,  we should be able to
reduce costs by at least $22m on variable costs alone. I believe this would free
up cash from  working  capital for the time being as well.  Are the $35m in cost
reduction measures discussed on the Q2 earnings call additional opportunity?  Is
this all? In other words at last sale LME,  does  running 4 furnaces  (idling 1)
instead of 6 could make good economic  sense?  It seems very  plausible  that at
$0.75 LME the  Company  makes  more money  processing  only  recycled  material,
running 4 furnaces  for PW zinc and running the refinery to full  capacity.  Why
continually  depreciate our assets only to produce cash burning secondary metal?
We'd like to discuss this in detail.                                            

Additionally we'd like to better understand the opportunity to purchase         
additional recycling capacity at distressed prices during this trying time for  
the zinc industry.                                                              

III.  Immediately  revisit the  resistance to debt on the balance  sheet.  Share
repurchase and expansion/ tuck-in  acquisitions are not mutually exclusive given
the Company's liquidity position.                                               

As stated above,  we are attracted to the  integrated  business of recycling EAF
dust and fully  expect to become  more  integrated  in this  respect  over time.
However,  it's  impossible  to overlook the valuation of the assets that we know
best - our own.  For  example,  consider  that the Company is preparing to spend
$85m to greenfield  new recycling  capacity of 160,000 tons of dust recycling in
the  Carolinas to  capitalize  on 3 Nucor EAF's - a move we support.  This price
equates to about  $530/ton of recycling  capacity.  If this is attributed to our
existing  owned  recycling  network of 580,000 tons, we would assume that ZINC's
value is at least  $325m  ($9.20/share)  due to its  recycling  capacity  alone.
Additionally,  we use about $625/ton of replacement  value for our smelter (this
would  require a $62/ton  EBIT or $0.03 per pound to earn a return  which  seems
reasonable).  This values our remaining  assets  (refinery,  power plant assets,
potential for profitable iron sales, etc.) at $0 which should be conservative to
the point of being ridiculous.                                                  

See below example.                                                              

Per ton value          $531.25                                                  
Horsehead Recycling      580.0                                                  
----------                            
Recycling value      $308.1                                               

Smelting Capacity        150.0                                                  
Smelting replacement  $1,250.0                                                  
Haircut                  50.0%                                                  
----------                            
Value                 $93.8                                               

Distressed Asset Value  $401.9                                                  
Market Capitalization   $245.4                                                  
----------                            
% Upside                61%                                               

We believe the asset  value of the  business to be worth far more than the above
example and on a cash adjusted market  capitalization basis the discount is even
more compelling. However, even in this highly marked down assessment there is no
plausible excuse for not  aggressively  repurchasing  shares in our opinion.  In
keeping  with the logic of the above  distressed  analysis,  each $1.00 of stock
that we  repurchase  at the last sale  valuation  immediately  creates more than
$0.60  of  value  for  shareholders  with  little  risk.  Our  internal  numbers
demonstrate that a sufficiently  solid liquidity cushion is available to support
the suggested repurchase initiative.                                            

On the Q2 earnings call, the Company  discussed  175,000 tons of iron that we're
currently  essentially giving away to the aggregates  industry.  Our preliminary
assessment of PIZO implies that the Company could install new submerged electric
arc technology that could realize meaningful returns due to enhanced recovery of
the value in the EAFD - in this case the iron  units.  If EAFD is 20% zinc,  35%
iron and 45%  other and we're  currently  giving  away  nearly  200,000  tons of
valuable  material  shouldn't we immediately fix this in conjunction with buying
back as many of our own  shares as  possible?  Thinking  even more  simply,  you
stated  that we have a $35m cost  reduction  program on the Q2 call.  The market
capitalization  of the entire  Company today is less than 11x the taxed value of
these cost reductions  alone.  All of this ignores the option value that someday
zinc might stop going down!  The value and the  liquidity are there - management
and the  Board  need to take  advantage  of this  opportunity  and  aggressively
repurchase shares.                                                              

The defense of avoiding  share  repurchase  has been concern over  liquidity and
possible  continued  declines in the zinc price. Our analysis concludes that the
recycling capital investment requires $0.60 to make money. In other words, we're
already making zinc assumptions in approving our capital allocation  program. In
a "scorched  earth"  scenario,  no strategic  positioning is going to rescue the
Company  if  demand  for  zinc  vanishes  and the top  half of the  global  zinc
production  curve  hemorrhages  money for years.  As such, our capital budget is
already  making  implied  zinc  price  assumptions  in its  forward  budget  and
shareholders  who support  the vision for the Company  deserve to be rewarded by
greater ownership of our assets at distressed  prices. If our stock is not worth
repurchasing at $7.00/share, our actions clearly suggest that an orderly sale of
the Company is worth considering.                                               

Simply put - we're fortunate  enough to have a hedged business for 18 months and
plenty of liquidity.  Let's work feverishly to put that liquidity to work in the
highest  return  opportunities  to  ensure  our  business  value  per  share  is
consistently getting greater than the day before.                               

CONCLUSION:  The optimal deployment of capital requires objective analysis. Like
you,  we are not  looking  to make a quick  buck  and  move  on.  Rather  we are
interested in making  decisions that, on a risk-adjusted  basis, are in the best
interests of Horsehead shareholders.  Towards that end, we summarize some of the
Company's  options for deployment of its meaningful  liquidity.  Clearly,  these
represent an outsider's view and are therefore likely incomplete.               

Option                Benefit                        Drawback     
------                -------                        --------     
Organically grow      o  Leverage Monaca          o  Relies on zinc prices      
recycling capacity       capacity                    above $0.60 per share to   
           o  Grow EAFD recycling         realize a return
                    market share             o  Cost structure becomes
                                    more fixed

Strategic recycling   o  Leverage Monaca          o  Relies on zinc prices      
acquisitions             capacity                    above $0.60 per share to   
           o  Grow EAFD recycling         realize a return
                    market share             o  Cost structure becomes
     o  Remove competitors          more fixed
                                       o  Integration risk
                                  o  Distraction

Share repurchase      o  Buy  assets  that  you   o  Opportunity cost vs.       
                know perfectly              other alternatives
o  Demonstration of                 
mgmt. confidence in the       
business                      
o  Riskless                         

The  critical  takeaway is that a  meaningful  (at least 30% over 12-18  months)
share  repurchase  plan in no way hinders the other  options and offers a highly
compelling return. As stated earlier, the Company enjoys a significant liquidity
position  along side of hedged zinc for the coming 18 months.  The Company could
easily  repurchase  shares in the market  immediately  with cash on hand that is
earning  less than 2% and  patiently  debt  finance  the  Carolinas  project  by
assuming  less than 2.0x leverage on a depressed  EBITDA.  Our numbers and hedge
assumptions  comfortably  support this strategy even in dire LME price scenarios
and we would welcome the  opportunity  to discuss them with you further.  As the
share  repurchase  window can close quickly,  it is critical to move  decisively
when there is opportunity to buy your own assets at attractive prices.          

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We  understand  the decline in the LME zinc price has been swift -  surprisingly
so.  That  said,  we need to be clear  that we  expect  this  letter to be taken
seriously  by the  Company and its Board of  Directors  and that we would view a
passive approach to current market conditions as unacceptable.  We believe there
is  tremendous  value in the  Horsehead  assets and we are committed to ensuring
this value is pursued  aggressively.  We hope this letter summarizes our opinion
as partial  owners  and  immediately  opens the above  suggestions  to  fruitful
discussion. If the Company disagrees with the analysis and conclusions above, we
ask at a minimum for detailed  explanations in support of the  disagreement.  We
would  greatly  appreciate  the  opportunity  to discuss  this letter in greater
detail at your earliest convenience.                                            

Sincerely,                                                                      

Samuel F. Martini                                                               
Analyst, Cobalt Capital                                                         

Wayne Cooperman                                                                 
President, Cobalt Capital                                                       

Copies to:                                                                      
----------                                                                      
Jack W. Schilling                                                               
T. Grant John                                                                   
John C. Van Roden, Jr.                                                          
Bryan D. Rosenberger

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This SC 13D/A Filing	Date	First	Last	Other Filings

	6/30/08	5		10-Q, 13F-HR
	7/28/08	3
	8/20/08	3		SC 13D
	8/27/08	1	5	4
	8/28/08	4		4
Filed On / Filed As Of	8/29/08

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Cobalt Capital Management Inc · SC 13D/A · Horsehead Holding Corp · On 8/29/08

Filed On 8/29/08 3:53pm ET · SEC File 5-83114 · Accession Number 919574-8-4993

Amendment to General Statement of Beneficial Ownership · Schedule 13DFiling Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents